Liquidation SCSp LuxembourgSCSp (Special Limited Partnership) Liquidation Luxembourg
The SCSp (Société en Commandite Spéciale) is a structure favoured by Luxembourg investment funds and family offices. Its liquidation requires advanced legal and tax expertise to manage limited and general partners and finalise the tax-transparent treatment typical of this form.
Our service
- Dissolution LPA (partnership agreement) analysis
- General / limited partner coordination
- Liquidator appointment and follow-up
- Mandatory RESA publications
- Final tax returns (ACD, AED)
- Tax-transparency management
- AIFM / CSSF coordination for funds
- LBR / RCS strike-off
- Secure archiving for 10 years
About the procedure
The SCSp (Société en Commandite Spéciale), introduced by the Law of 12 July 2013, is a legal form without separate legal personality, fiscally transparent, widely used by alternative funds (AIF, RAIF, SICAR) and certain private-equity vehicles. Its liquidation follows specific rules combining company law and the tax transparency regime.
Legal specifics of SCSp liquidation
The SCSp has no legal personality separate from its partners: general partners are jointly and severally liable for company debts, while limited partners are only liable up to their contributions. Dissolution results from an agreement between partners under the terms of the Limited Partnership Agreement (LPA). No notarial deed is required, which simplifies the procedure compared to an SA or SARL.
Tax-transparent regime on liquidation
Being tax-transparent, the SCSp is not subject to CIT or MBT at entity level (unless carrying on a commercial activity). Income and gains flow directly to the partners according to their share and are taxed at their level. At liquidation, transparency continues to apply: no withholding tax on distributions, but partners must report their share of the liquidation results in their own tax returns.
Procedure and RESA publications
An SCSp's dissolution is decided unanimously by the partners (unless the LPA provides otherwise). Liquidator appointment, RESA publications for dissolution and closing, and RCS strike-off are mandatory. For SCSps used as fund vehicles (AIF), coordination with the AIFM and CSSF may be required.
Frequently asked questions
Why is the SCSp used for investment funds?
The SCSp combines three major advantages: total contractual flexibility (the LPA defines almost everything), limited liability for limited partners (investors) and tax transparency that avoids double taxation. These features make it the structure of choice for Luxembourg AIFs, RAIFs and private-equity vehicles.
How are distributions taxed when liquidating an SCSp?
As the SCSp is tax-transparent, there is no withholding tax on liquidation distributions. Partners report their share of the liquidation results in their own tax return, according to their residency. Applicable bilateral tax treaties remain fully effective for the partners.
Is a notary required to dissolve an SCSp?
No. The SCSp not being a capital company, its dissolution does not require a notarial deed. The decision is taken by the partners under the terms of the LPA (Limited Partnership Agreement). Only the RESA publications and RCS strike-off remain mandatory.
How long does the liquidation of an SCSp used as a fund take?
For an SCSp used as a fund vehicle (AIF, RAIF), the duration can be long: 6 to 18 months due to the need to realise investments (private-equity exits, real estate, etc.), distribute proceeds to investors and coordinate with the AIFM and CSSF. A simple patrimonial SCSp winds up in 4 to 8 weeks.
What is the difference between an SCSp and an SCS for liquidation?
The SCS (Société en Commandite Simple) has legal personality whereas the SCSp does not. The SCSp benefits from more contractual flexibility and less strict publication rules for limited partners. On liquidation, the SCSp is generally faster to close thanks to a streamlined procedure.
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